<PAGE> 1
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1997
--------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------------- -------------
Commission file number 33-00579
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401 (K) PROVISIONS
3606 GRAVOIS AVENUE
ST. LOUIS, MISSOURI 63116
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
SOUTHSIDE BANCSHARES CORP.
3606 GRAVOIS AVENUE
ST. LOUIS, MISSOURI 63116
<PAGE> 2
REQUIRED INFORMATION
Financial Statements:
4. In lieu of the requirements of Items 1-3, audited statements and
schedules prepared in accordance with the requirements of ERISA for the
plan's fiscal years ended December 31, 1997 and 1996 are presented on
pages 3 through 21.
Exhibits:
23b. Consent of Hopkins & Howard, PC
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401 (k) PROVISIONS
/ s / Thomas M. Teschner
-----------------------------------
Trustee of the Plan and
President & Chief Executive Officer
DATE: July 2, 1998
------------
<PAGE> 3
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Financial Statements and
Supplemental Materials
Years ended December 31, 1997 and 1996
[HOPKINS & HOWARD, P.C. LOGO]
<PAGE> 4
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Table of Contents
================================================================================
Independent Auditors' Reports 2
Financial Statements
Statements of Net Assets Available for Plan Benefits 3
Statements of Changes in Net Assets Available for
Plan Benefits 4
Summary of Accounting Policies 5
Notes to Financial Statements 6-12
Supplemental Material
Schedules of Assets Held for Investment 14-15
Schedules of Transactions or Series of Transactions in
Excess of 5% of Plan Assets at
Beginning of year 16-17
1
<PAGE> 5
[HOPKINS & HOWARD, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
The Plan Administrator and Participants
Southside Bancshares Corp.
Employee Stock Ownership Plan with 401(k) Provisions
St. Louis, Missouri
We have audited the accompanying statements of net assets of the Southside
Bancshares Corp. Employee Stock Ownership Plan with 401(k) Provisions (the Plan)
as of December 31, 1997 and 1996, and the related statements of changes in net
assets for the years then ended. These financial statements are the
responsibility of the Plan's Trustee. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Southside
Bancshares Corp. Employee Stock Ownership Plan with 401(k) Provisions at
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements of the Southside Bancshares Corp. Employee Stock Ownership Plan with
401(k) Provisions taken as a whole. The schedules included in the supplemental
material are presented for purposes of complying with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 and are not a required part of the basic financial
statements. Such supplemental material has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
HOPKINS & HOWARD, P.C.
May 15, 1998
2
<PAGE> 6
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Statements of Net Assets Available for Plan Benefits
December 31, 1997 and 1996
<TABLE>
<CAPTION>
====================================================================================================================================
1997 1996
------------------------------- -------------------------------
Allocated Unallocated Total Allocated Unallocated Total
--------- ----------- ----- --------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value (notes 2 and 3)
Southside Bancshares Corp. common stock,
299,070 allocated shares and 98,832
unallocated shares at December 31, 1997
and 378,134 allocated shares and 111,186
unallocated shares at December 31, 1996 $ 10,739,880 3,286,164 14,026,044 8,800,213 2,331,817 11,132,030
Mutual Funds:
SEI S&P 500 Index Fund 939,218 - 939,218 686,211 - 686,211
Institutional shares of Federated GNMA Trust 172,116 - 172,116 159,224 - 159,224
Fidelity Funds Government Money Market 423,854 - 423,854 813,840 - 813,840
------------ --------- ---------- ---------- --------- ----------
$ 12,275,068 3,286,164 15,561,232 10,459,488 2,331,817 12,791,305
Receivables:
Employer's contribution 106,881 197,664 304,545 99,197 197,664 296,861
Employees' contributions 21,859 - 21,859 22,545 - 22,545
Loans to participants 14,962 - 14,962 13,546 - 13,546
Accrued interest and dividends 6,693 - 6,693 6,004 - 6,004
------------ --------- ---------- ---------- --------- ----------
150,395 197,664 348,059 141,292 197,664 338,956
Total Assets $ 12,424,463 3,483,828 15,909,291 10,600,780 2,529,481 13,130,261
Liabilities
Loan payable (Note 4) - 1,581,312 1,581,312 - 1,778,976 1,778,976
Excess employee contributions 156 - 156 15,768 - 15,768
------------ --------- ---------- ---------- --------- ----------
Total Liabilities 156 1,581,312 1,581,468 15,768 1,778,976 1,794,744
------------ --------- ---------- ---------- --------- ----------
Net Assets Available for Benefits $ 12,425,307 1,902,516 14,327,823 10,585,012 750,505 11,335,517
============ ========= ========== ========== ========= ==========
</TABLE>
See accompanying summary of accounting policies and notes to financial
statements.
3
<PAGE> 7
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Statements of Changes in Net Assets Available for Plan Benefits
For the years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
=======================================================================================================================
1997 1996
-------------------------------- -------------------------------
Allocated Unallocated Total Allocated Unallocated Total
--------- ----------- ----- --------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets Attributed to:
Investment income:
Net appreciation in fair value of
investments (note 3) $ 5,594,749 1,151,828 6,746,577 1,054,108 377,025 1,431,133
Realized gain on sale of assets 3,600 - 3,600 - - -
Dividends - stock 243,050 69,182 312,232 188,500 55,593 244,093
Interest 76,794 182 76,976 64,414 - 64,414
----------- --------- --------- ---------- ------- ----------
5,918,193 1,221,192 7,139,385 1,307,022 432,618 1,739,640
Allocation of Southside Bancshares Corp.
common stock, 5,607 and 8,689 shares,
at market, in 1997 and 1996, respectively 197,664 - 197,664 197,664 - 197,664
Employee contributions 290,566 - 290,566 308,681 - 308,681
Employer contributions 106,881 267,516 374,397 110,315 301,302 411,617
----------- --------- --------- ---------- ------- ----------
Total Additions 6,513,304 1,488,708 8,002,012 1,923,682 733,920 2,657,602
----------- --------- --------- ---------- ------- ----------
Deductions from Net Assets Attributed to:
Interest expense - 139,033 139,033 - 159,231 159,231
Benefits paid to participants 4,673,009 - 4,673,009 180,292 - 180,292
Diversification withdrawals and excess
contributions and earnings - - - 28,983 - 28,983
Allocation of Southside Bancshares Corp.
common stock, 5,607 and 8,689 shares,
at market, in 1997 and 1996, respectively - 197,664 197,664 - 197,664 197,664
----------- --------- --------- ---------- ------- ----------
Total Deductions 4,673,009 336,697 5,009,706 209,275 356,895 549,790
----------- --------- --------- ---------- ------- ----------
Net Increase 1,840,295 1,152,011 2,992,306 1,714,407 377,025 2,091,432
Net Assets Available for Benefits
Beginning of year 10,585,012 750,505 11,335,517 8,870,605 373,480 9,244,085
----------- --------- ---------- ---------- ------- ----------
End of year $12,425,307 1,902,516 14,327,823 10,585,012 750,505 11,335,517
=========== ========= ========== ========== ======= ==========
</TABLE>
See accompanying summary of accounting policies and notes to financial
statements.
4
<PAGE> 8
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Summary of Accounting Policies
================================================================================
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual basis
of accounting.
INVESTMENTS
Investments are stated at fair market value on December 31, 1997 and 1996. Fair
value is determined by quoted market prices.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported additions to and deductions from net assets.
INCOME TAXES
The Internal Revenue Service issued its latest determination letter on February
7, 1996 which stated that the Plan and its underlying trust qualify under the
applicable provisions of the Internal Revenue Code and, therefore, are exempt
from federal income taxes.
5
<PAGE> 9
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Notes to Financial Statements
================================================================================
1. DESCRIPTIONS OF THE PLAN
The following descriptions of Southside Bancshares Corp. Employee Stock
Ownership Plan with 401(k) provisions (the Plan) are provided for general
information only. Participants should refer to the Plan agreement for more
complete information.
GENERAL
The Plan is a defined contribution employee benefit plan covering
substantially all employees of Southside Bancshares Corp. (the Company)
and the employees of its subsidiary banks, South Side National Bank in
St. Louis, State Bank of DeSoto, Bank of St. Charles County, and Bank
of Ste. Genevieve. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
ELIGIBILITY
Employees are eligible for membership in the Plan after attainment of
age 18 and completion of 6 months of service during the eligibility
computation period. Employees must also complete 1,000 hours of service
each calendar year and be employed at the end of the Plan year in order
to participate in the Company contributions and forfeitures for that
year.
CONTRIBUTIONS
Under the Plan agreement, employees may elect to contribute, on a tax
deferred basis, not less than 2% nor more than 15% of covered
compensation. The Company contributed an amount equal to 50% of these
employee contributions, up to 6% of covered compensation.
Each year the Company may also, at its option, contribute an additional
discretionary amount as determined by the Company's Board of Directors.
The Company is required to contribute each year, an amount necessary to
service any debt of the Plan incurred for the purpose of acquiring
6
<PAGE> 10
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Notes to Financial Statements
================================================================================
securities in accordance with the terms of the loan agreement. The
maximum Company contribution allocated to a participant's account is
the lesser of $30,000 or 25% [including the 401 (k) Plan] of the
member's compensation paid by the employer for the year plus the
interest obligation on the loans used to purchase stock.
ALLOCATION OF BENEFITS
Employer contributions and forfeitures are allocated to eligible
participants' accounts based upon the ratio of eligible participants'
compensation for the year to total compensation of all eligible Plan
members for the year. Investment income and any gain or loss during the
year is allocated to the participant's account in the same proportion
as the balance of the participant's account to the total of all
participants' accounts as of the previous valuation date.
VESTING
Participants are immediately fully vested in their contributions plus
earnings thereon. Upon a participant's attainment of his/her
disability, retirement date, 65th birthday, or upon death, his/her
entire account balance as of the most recent valuation date will become
100% vested. In the event a participant terminates employment, vesting
the remainder of that participant's account is based on years of
continuous service as follows:
<TABLE>
<CAPTION>
Completed years Vested
of service percentage
---------- ----------
<C> <C>
Less than 2 - %
2 25%
3 50%
4 75%
5 or more 100%
</TABLE>
In the event that the Plan meets certain provisions of the Internal
Revenue Code (the Code), vesting may occur over a shorter period of
time.
7
<PAGE> 11
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Notes to Financial Statements
================================================================================
DISTRIBUTIONS
Participants may choose to have account balances distributed in either
stock or cash. Participants' stock withdrawals are distributed from
securities held by the Plan by transfer of common stock to the
participants for full-share vested interest and cash for
fractional-share vested interest. Forfeitures resulting from
withdrawals prior to full vesting are allocated to participants'
accounts as previously noted.
LOANS
Participants may request a loan up to 50% of the vested balance in
their account for reasons of financial hardship. All loans must be
repaid in level payments over a maximum of a five-year period with an
exception for loans used to acquire a participant's principal
residence.
DEBT
The Plan purchased Company common shares using the proceeds of a bank
borrowing (see Note 4) guaranteed by the Company, and holds that stock
in a trust established under the plan. The borrowing is to be repaid
over a period of 10 years by fully deductible Company contributions to
the trust fund. As the Plan makes each payment of principal, an
appropriate percentage of stock will be allocated to eligible
employees' accounts in accordance with applicable regulations under the
Code.
8
<PAGE> 12
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Notes to Financial Statements
================================================================================
DEBT (CONTINUED)
The unallocated shares of stock serve as collateral for the borrowing.
The lender has no rights against shares once they are allocated under
the ESOP. Accordingly, the financial statements of the Plan for the
year ended December 31, 1997 and 1996 present separately the assets and
liabilities and changes therein pertaining to:
a. The accounts of employees with vested rights in
allocated stock (Allocated) and
b. Stock not yet allocated to employees (Unallocated)
ADMINISTRATIVE EXPENSES
The Plan requires the Company to pay all expenses incidental to the
operation and management of the Plan.
STOCK SPLIT
On February 15, 1996, the Company effected a ten for one stock split to
shareholders of record on January 31, 1996.
PLAN TERMINATION
The Company reserves the right to terminate the Plan at any time. In
the event of Plan termination, participants become fully vested in
their accounts.
2. PARTY-IN-INTEREST TRANSACTIONS
At December 31, 1997 and 1996, the Plan held an investment in the Company's
common stock valued at $14,026,044 and $11,132,030, respectively. The Plan
also received dividends of $312,232 and $244,093 in 1997 and 1996,
respectively and recognized $6,539,041 and 1,338,664 of market value
appreciation on this investment during the years ended December 31, 1997
and 1996, respectively.
9
<PAGE> 13
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Notes to Financial Statements
================================================================================
PARTY-IN-INTEREST TRANSACTIONS (CONTINUED)
During 1997, the Plan paid off its note payable of $1,581,312 with United
Missouri Bank of St. Louis (UMB) and borrowed $1,581,312 from South Side
National Bank in St. Louis, an affiliated financial institution. The monies
from UMB were originally used to purchase 98,832 shares of the Company's
common stock.
3. INVESTMENTS
Investments that represent 5% or more of the Plan's net assets available
for benefits at December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------
Issuer Description of investment Fair value
------ ------------------------- ----------
<S> <C> <C>
Southside Bancshares Common stock:
Corp. 299,070 shares allocated $10,739,880
98,832 shares unallocated 3,286,164
------- -----------
397,902 total shares $14,026,044
SEI S&P 500 Index Fund 30,643 shares $ 939,218
<CAPTION>
DECEMBER 31, 1996
-----------------
Issuer Description of investment Fair value
------ ------------------------- ----------
<S> <C> <C>
Southside Bancshares Common stock:
Corp. 378,134 shares allocated $ 8,800,213
111,186 shares unallocated 2,331,817
------- -----------
489,320 total shares $11,132,030
SEI S&P 500 Index Fund 29,089 shares $ 686,211
Fidelity Funds Government Portfolio
(money market mutual fund) $ 813,840
</TABLE>
10
<PAGE> 14
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Notes to Financial Statements
================================================================================
INVESTMENTS (CONTINUED)
During 1997 and 1996 the Plan's investments (including investments bought,
sold and held during the year appreciated (depreciated) in value as
follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Southside Bancshares Corp. common stock $ 6,539,041 $ 1,338,664
SEI S&P 500 Index Fund 204,384 95,028
Institutional shares of Federated GNMA Trust 3,152 (2,559)
----------- -----------
$ 6,746,577 $ 1,431,133
=========== ===========
</TABLE>
Activity in SEI S&P 500 Index Fund and Institutional shares of Federated
GNMA Trust for the years ended December 31, 1997 and 1996, was as follows:
<TABLE>
<CAPTION>
1997 1996
------------------------ -----------------------
SEI S&P 500 GNMA Trust SEI S&P 500 GNMA Trust
------------------------ -----------------------
<S> <C> <C> <C> <C>
Additions to Net Assets Attributed to
Investment income:
Net appreciation (depreciation)
in fair value of investments $ 204,384 $ 3,152 $ 95,028 (2,559)
Interest and dividends 23,013 11,996 20,404 11,807
Employee contributions 84,936 18,625 85,091 22,923
Fund transfers (59,326) (20,880) 52,725 (62,402)
--------- --------- --------- ---------
Net increase (decrease) 253,007 12,893 253,248 (30,231)
Balance at beginning of the year 686,211 159,223 432,963 189,455
--------- --------- --------- ---------
Balance at the end of the year $ 939,218 $ 172,116 $ 686,211 $ 159,224
========= ========= ========= =========
</TABLE>
11
<PAGE> 15
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Notes to Financial Statements
================================================================================
4. LOAN PAYABLE
During 1997, the Plan entered into a loan agreement with South Side
National Bank in St. Louis, (SSNB), an affiliated financial institution,
the proceeds were used to repay a loan from UMB, an unaffiliated financial
institution. The original loan from UMB was used to purchase 186,670 shares
of the Company's stock. The loan with SSNB is due April 1, 2005. The note
is secured by the unallocated shares of the Company's common stock and
requires quarterly interest payments at the prime rate which was 8.50%. The
loan had a principal balance of $1,581,312 at December 31, 1997. The loan
requires annual principal payments of $197,664 on April 1 of each year,
beginning in 1998, with the final payment due April 1, 2005. The loan
requires interest payments on a calendar year quarterly basis. During the
year, 12,354 shares were released and allocated to the participants on a
proportionate basis.
5. PLAN AMENDMENT
Effective July 1, 1997, the Company amended the plan to allow distribution
of benefits to occur immediately following termination. The previous
provision required a five-year lapse between termination and distribution.
Effective September 25, 1997, the Company amended the Plan in order to
comply with regulations prescribed by the Department of Labor (DOL)
concerning the determination of crediting hours of service.
The Plan received its latest determination letter on February 7, 1996, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the determination letter.
However, the Plan's administrator and the Plan's tax counsel believe that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no
provisions for income taxes has been included in the Plan's financial
statements.
12
<PAGE> 16
Supplemental Material
13
<PAGE> 17
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Schedule of Assets Held for Investment
As of December 31, 1997
================================================================================
<TABLE>
<CAPTION>
Description Fair value Cost
----------- ---------- ----
<S> <C> <C>
Southside Bancshares Corp. common stock,
299,070 Allocated Shares $10,739,880 3,109,151
98,832 Unallocated Shares 3,286,164 1,581,312
----------- ---------
397,902 Total Shares 14,026,044 4,690,463
Mutual Funds:
SEI S&P 500 Index Fund 939,218 596,990
Institutional shares of Federated GNMA Trust 172,116 171,172
Fidelity Funds Government Portfolio 423,854 423,854
----------- ---------
$15,561,232 5,882,479
=========== =========
</TABLE>
See accompanying independent auditors' report.
14
<PAGE> 18
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Schedule of Assets Held for Investment
As of December 31, 1996
================================================================================
<TABLE>
<CAPTION>
Description Fair value Cost
----------- ---------- ----
<S> <C> <C>
Southside Bancshares Corp. common stock,
378,134 Allocated Shares $ 8,800,213 2,726,454
111,186 Unallocated Shares 2,331,817 1,778,976
------- ----------- ---------
489,320 Total Shares 11,132,030 4,505,430
Mutual Funds:
SEI S&P 500 Index Fund 686,211 526,416
Institutional shares of Federated GNMA Trust 159,224 166,427
Fidelity Funds Government Portfolio 813,840 813,840
----------- ---------
$12,791,305 6,012,113
=========== =========
</TABLE>
15
<PAGE> 19
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Schedule of Transactions or Series of Transactions
in Excess of 5% of Plan Assets at Beginning of Year
For the Year Ended December 31, 1997
================================================================================
<TABLE>
<CAPTION>
Number of Purchase Selling Cost of
transactions price price asset Net gain (loss)
------------ -------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C>
Single Transactions
Loan payment 1 $ - $ - $ 1,581,312 -
Series of Transactions
Government Portfolio
Money Market 47 1.00 1.00 778,659 -
28 1.00 1.00 1,017,548 -
</TABLE>
See accompanying independent auditors' report.
16
<PAGE> 20
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
Schedule of Transactions or Series of Transactions
in Excess of 5% of Plan Assets at Beginning of Year
For the Year Ended December 31, 1996
================================================================================
<TABLE>
<CAPTION>
Number of Purchase Selling Cost of
transactions price price asset Net gain (loss)
------------ -------- ------- ------- ---------------
<S> <C> <C> <C> <C> <C>
Single Transactions
Loan payment 1 - - $ 1,207,744 -
</TABLE>
See accompanying independent auditors' report.
17
<PAGE> 1
EXHIBIT 23b
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401 (k) PROVISIONS
ST. LOUIS, MISSOURI
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File Number 33-00579) of our report dated May 15, 1998,
relating to the financial statements of Southside Bancshares Corp. Employee
Stock Ownership Plan with 401 (k) Provisions appearing in the Plan's Annual
Report on Form 11-K for the year ended December 31, 1997.
/ s / Hopkins & Howard, PC
-----------------------------------------
St. Louis, Missouri
July 2, 1998
